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OCE Open EC Technologies

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Share Name Share Symbol Market Type
Open EC Technologies TSXV:OCE TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Open EC Technologies, Inc. Signs Arrangement Agreement With QHR Technologies Inc. for Business Combination

16/07/2012 2:01pm

Marketwired Canada


Open EC Technologies, Inc. (TSX VENTURE:OCE) ("Open EC") and QHR Technologies
Inc. ("QHR") are pleased to announce that, in accordance with the letter
agreement previously announced on June 11, 2012, they have entered into a
definitive arrangement agreement whereby QHR will acquire all the issued and
outstanding securities of Open EC. 


Under the terms of the transaction, which is structured as a plan of arrangement
pursuant to the Business Corporations Act (British Columbia), holders of Open EC
common shares ("Open EC Shares") can elect to exchange their Open EC Shares for
common shares of QHR ("QHR Shares") at a ratio of twelve (12) Open EC Shares for
each QHR Share or sell their Open EC shares for cash at a price of $0.04 per
Open EC Share. Where no affirmative election is made, the Open EC shareholder
will be deemed to have made the election to receive cash.  


Holders of Open EC share purchase warrants and options will exchange their
securities for QHR Shares at various rates depending on the class or series
(some warrants will be exchanged at a ratio of 3.75 to 1, others at a ratio of
9.0 to 1, and options will be exchanged at a ratio of 10 to 1). QHR Shares
issued in exchange for Open EC Shares will be subject to a resale restriction
for twelve months after the completion date, while QHR Shares issued in exchange
for Open EC warrants and options will be subject to an eighteen month resale
restriction. 


The transaction is expected to close during the month of September and is
subject to conditions, receipt of TSX Venture Exchange approval, the approval of
the Open EC shareholders at a shareholders' meeting to be scheduled for early
September 2012, and court approval. 


QHR has received voting agreements from certain Open EC shareholders in which
each of those shareholders have agreed to vote their Open EC shares in favour of
the transaction at the special meeting of shareholders which will be called to
approve it. In the aggregate, those shareholders hold 10,970,173 Open EC shares,
representing approximately 18% of the issued and outstanding Open EC shares. 


Evans & Evans, Inc. has rendered a fairness opinion to the Board of Directors of
Open EC dated July 11, 2012 that the consideration to be received by the Open EC
security holders pursuant to the transaction is fair, from a financial point of
view, to such security holders. 


Martyn Armstrong, Open EC's President and a Director, stated, "We are pleased to
have formalized an arrangement agreement between Open EC and QHR. We believe
that Open EC shareholders will benefit from this transaction with the choice of
cash liquidity or by owning shares of QHR, a well capitalized company with
excellent growth potential and increased liquidity. This transaction has full
support of the Open EC Board of Directors and Management. The next item of
business is to provide our shareholders with an information circular in
preparation for our Special Shareholder meeting scheduled for September 6th,
2012." 


The definitive agreement includes a commitment by Open EC not to solicit
alternative transactions, and Open EC has agreed to pay a termination fee of
between $200,000 and $400,000 to QHR under certain circumstances. In addition,
QHR has the right to match any unsolicited competing offer which may be made. A
full copy of the definitive agreement will be filed by each of QHR and Open EC
with the Canadian securities regulatory authorities and will be available at
www.sedar.com. In addition, a detailed description of the agreement will be
included in the management information circular which will be mailed to Open EC
shareholders in advance of the proposed special meeting of shareholders. 


In accordance with the letter agreement previously announced, on June 18th Open
EC received from QHR a one year $250,000 Secured Promissory Note at a rate of 8%
per annum to be used for working capital and debt reduction. 


About QHR Technologies Inc. 

QHR operates two business units in distinct markets: 

The Electronic Medical Records ("EMR") division offers a suite of medical
software modules that provides computer-based medical records for family
physicians, medical specialists, and surgeons, as well as administrative modules
for billing and patient scheduling, that is a key component of the move
throughout Canada to provide electronic healthcare records for all Canadians.
The EMR division also provides on-site and off-site (ASP) hosting capabilities. 


The Enterprise Management Software ("EMS") division specializes in workforce
management software, which consists of integrated payroll, staff scheduling and
human resource software, and in customized financial management software built
on the Microsoft Dynamics GP platform. These products are targeted at complex
healthcare, social services and public safety environments. 


Additional product and solution information for QHR Technologies is available on
the web at www.QHRtechnologies.com. The QHR Technologies' common shares trade on
the TSX Venture Exchange under the symbol: "QHR".


About Open EC Technologies, Inc. 

Open EC Technologies is an e-Business Information Technology company with our
corporate head office, marketing and development in Vancouver, BC, main
HealthCare IT Solutions Operations office in San Antonio, Texas and Medical
Practise Billing Operations office in Spring Hill, Florida. The company has
software development and data center hosting operations in Maine, with Sales and
Executive Management staff in Atlanta Georgia. The Company's focus is to provide
software solutions and transaction processing services to assist Physicians,
Hospitals, Health Plans, Insurance Brokers and State Governments to exchange
information for HIPAA EDI Health Plan Enrolment, Health Insurance Eligibility,
Health Insurance Claims, Claim Payments and HealthCare Provider Collaboration of
supporting patient referral and industry compliance/reporting documentation.


Additional product and solution information is available on the web at
www.SoftCareHealthcare.com, www.iPlexus.net and www.softcare.com and additional
public company information is available on the web at www.openec.com. The
Company's common shares trade on the TSX Venture Exchange under the symbol: OCE.


ON BEHALF OF THE BOARD

Martyn A. Armstrong, President and CEO

Further information about the Open EC can be found on SEDAR (www.sedar.com).

This news release may contain forward-looking statements within the meaning of
The Private Securities Litigation Reform Act of 1995. Forward-looking statements
address future events and conditions and therefore, involve inherent risks and
uncertainties. Actual results may differ materially from those currently
anticipated in such statements.


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